Our general conditions of sale

Preamble

The signing of a quotation (sent by email) implies unreserved acceptance of these general conditions of sale, which are intended to govern the contracts concluded between Ouiflow and its Customers.

Article 1: Definitions

“Ouiflow” refers to SASU Ouiflow whose head office is located at 51 Boulevard de Strasbourg, 59000 LILLE - RCS Lille Métropole B 913 730 388.
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“Customer” refers to any legal or natural person signing a quotation issued by Ouiflow.

Article 2: Purpose

The purpose of this contract is to define the general terms and conditions of sale as well as the terms and conditions under which Ouiflow provides services to its Customers. They are composed of 15 items. The main characteristics of the services offered by Ouiflow are detailed on the website accessible at the address: www.ouiflow.io which the Customer acknowledges having read. Quotations act as order forms, in paper or electronic format. They are an integral part of this contract.

Article 3: Duration of Ouiflow offers

This contract is subscribed for a period of one year from the date of its entry into force as defined in article 9 below. It will be renewed by tacit renewal in accordance with the provisions of article 10 below. It may be terminated by either party in accordance with the provisions of article 11 below.

Article 4: Terms of use of Ouiflow services

Concerning all the work

Transfer of ownership: Ouiflow undertakes to transfer to the Customer, once the entire service has been paid by the Customer, all its intellectual property rights on the work carried out on behalf of the Customer (graphic design, source code and databases).

References

The Customer authorizes Ouiflow to cite on its own communication media (website, brochures, etc.) elements (name, logo, etc.) likely to identify the Customer and this for reference purposes. In the case of a website creation or redesign, the Customer authorizes Ouiflow to integrate the Ouiflow logo at the bottom of its website (also called “footer”) in the form of a clickable link.

Provisional calendar

In the event that Ouiflow indicates to the Customer a work schedule, it is provisional and takes into account in particular:
- a Customer response time of less than 2 working days to all agency emails
- a maximum of 3 round trips on functional models and graphic models. In addition, any delay in the delivery of content compared to the schedule initially set orally or in writing will have an impact on the overall duration of the project.
The Customer will not be able to report a delay in delivery if the contents have not been delivered in their entirety within the deadlines initially planned.

Regarding the creation of websites

Domain names

Ouiflow does not carry out any verification on the legality of the domain names entrusted to it and the Customer certifies that it owns the rights (brand, etc.) necessary for the purchase and management of the domain name (s).
The Customer is the owner of the domain name reserved for him, Ouiflow acting only as a technical intermediary with naming organizations.
The Customer acknowledges registering and using the domain name in accordance with the legislation in force and the legal rights of third parties. Ouiflow cannot be held responsible for the non-availability of a domain name ordered.

Specifications

In order to successfully carry out the projects, the Customer must send precise and exhaustive technical specifications to Ouiflow. On this basis, Ouiflow will draw up an estimate that will become the reference document for conducting the project. The elements that would have been mentioned in the expression of need, the specifications or orally and that would not be mentioned explicitly in the estimate are not included in the scope of the project. In the absence of details in the quotation, Ouiflow will make technical and functional choices according to its experience, without these being contested by the Customer.

Graphic mockups

Whenever necessary, Ouiflow will submit to the Customer “mock-ups” of the achievements to be provided showing the visual aspect of these. The models will be made using the time provided in the estimate, with a maximum of 3 iterations per model, unless otherwise specified in the estimate. In the event of additional iterations, an additional quotation will be established by Ouiflow, subject to acceptance by the Customer. In the event of refusal of the additional estimate, the work will continue on the basis of the validation by the Customer of one of the versions of the models already produced. After acceptance by the Customer of the models (by e-mail), any request for modification of the visual aspect of the projects concerned will be the subject of an additional estimate, subject to the acceptance of the Customer. In case of refusal of the additional estimate, the work will continue on the basis of the first validation by the Customer.

Validation and amendment to the contract

If for any reason, the Customer, during the execution of the contract, validates work carried out by Ouiflow (by telephone or e-mail) and later changes its decision, such a request or objection would lead Ouiflow to draw up an additional estimate for the additional work involved, subject to acceptance by the Customer. In case of refusal of the additional estimate, the work will continue on the basis of the first validation by the Customer. If for any reason, the Customer makes a new request during the execution of the contract that does not comply with the specifications or an objection calling into question the work already carried out, such a request or objection would lead Ouiflow to draw up an additional estimate, subject to acceptance by the Customer. If the additional estimate is refused, the work will continue on the basis of the originally planned scope.

Browser and mobile device compatibility

The websites developed by Ouiflow function correctly on the latest versions of Edge, Firefox, Chrome and Safari browsers (version in progress on the date the contract was signed), with differences in rendering necessarily remaining. Ouiflow cannot guarantee the compatibility of the site developed on all browsers and on all mobile devices. In particular, Ouiflow does not guarantee the compatibility of the site developed on Internet Explorer (browser not recommended by its publisher Microsoft because it does not support the new web standards).
The email campaigns created by Ouiflow work correctly on desktop on the latest versions of Outlook and the latest versions of Outlook and Gmail sites under Chrome (version in progress on the date of signing the contract), rendering differences necessarily remain and on mobile on the latest versions of Apple Mail iOS (application by default on iOS), Android Mail (application by default on iOS), Android Mail (application by default on iOS), Android Mail (application by default on Android) and Gmail Android (version in progress on the date of signing the contract), rendering discrepancies remain necessarily.

Visibility on search engines (Google, etc.)

Several weeks are necessary between the launch of a site and the appearance of this site in the results of search engines. Ouiflow cannot guarantee any delay or ranking in the search engine rankings.

Malfunction guarantee

Ouiflow will ensure the correction of bugs and malfunctions of the websites identified and reported by the Customer in the month following the launch of the website.
Changes that will be reported after this deadline will be the subject of an additional quote, subject to acceptance by the Customer.

Updating the site

Ouiflow may intervene after the delivery of the site as part of a maintenance contract or billing based on time spent. Any intervention on the site other than the repair of malfunctions described above will be subject to specific billing.

Hosting, email boxes, etc

Ouiflow does not offer hosting services and similar services (email boxes, domain names, etc.) on its own. Ouiflow connects its Customer with a hosting provider and cannot be held responsible for any problem related to the domain name, hosting, email boxes, etc.

Safeguard

Ouiflow does not keep a backup of websites and other work carried out for its Customers. In the event of data loss, Ouiflow is under no obligation to restore data that may be lost.

Malfunction guarantee

Ouiflow will ensure the correction of bugs and malfunctions of the websites identified and reported by the Customer in the month following the launch of the website.
Changes that will be reported after this deadline will be the subject of an additional quote, subject to acceptance by the Customer.

Concerning all the work

Impression

Ouiflow does not have any printing capabilities of its own. Print jobs cannot be contested by the Customer to Ouiflow once the printing order has been sent (by email).

Article 5: Obligations and responsibilities of the Customer

Data provided by the Customer

The Customer will provide all text content in electronic format (Word, Powerpoint or email file via its dedicated Google Drive or Notion space). The audio or video supports will be provided in a digital format that can be directly used online.
The data submitted should be final versions. Any request to modify the contents of the site already integrated into the site will be invoiced by the hour at the rate of 65€ excluding tax per hour spent. The Customer undertakes to collaborate actively with Ouiflow by providing it with the information necessary to carry out the work ordered.
In the event of non-compliance with this commitment, Ouiflow reserves the right, after 3 written reminders (by email) and 6 months from the signature of the estimate, to end the service. Ouiflow can then claim payment of the full amount provided for in the signed quote.

Rights and legality

The Customer guarantees that its activity is legal and that the activities presented on the communication media set up by Ouiflow comply with the legislation.
The Customer guarantees that he has all the rights to all the elements provided to Ouiflow as part of the project (brands, images, text content, concepts, email contact list, etc.)
The Customer alone will assume editorial responsibility for its communication media. The Customer undertakes to release Ouiflow from any responsibility concerning the services or information, signs, images, graphics, sounds or any other multimedia data that it will make available to users. In particular, he will be solely responsible for any act of counterfeiting, parasitism or violation of intellectual property rights and more generally for any direct or indirect material or bodily harm caused by the use of the services. He will own any dispute that may arise between himself and any third person hereunder. In the event that Ouiflow is nevertheless held liable by a judicial authority, it undertakes to indemnify Ouiflow for the damage resulting from a fault on its part.

Payment terms

The Customer undertakes to pay all invoices within the specified time.

Article 6: Ouiflow's obligations and responsibilities

Completion times

Ouiflow undertakes to make every effort to carry out the services ordered by the Customer, but does not subscribe to any deadline obligation, unless otherwise agreed. The carrying out of the work by Ouiflow is in particular subject to the provision by the Customer of the information necessary to carry out the order.

Transmitted documents

Ouiflow undertakes to make every effort to carry out the services ordered by the Customer, but does not subscribe to any deadline obligation, unless otherwise agreed. The carrying out of the work by Ouiflow is in particular subject to the provision by the Customer of the information necessary to carry out the order.

security

Ouiflow cannot be held liable in the event of (i) intrusion on the customer's site (and its various pages and contents) or the administration interface of the Customer's site, (ii) access to the servers hosting the source files, databases and more generally to the Customer's data, (iii) of hacking of the Customer's electronic mailboxes, and (iv) of attack of a computer virus on the Customer's website.

Limits of liability

Ouiflow cannot be held liable for a value greater than the amounts paid by the customer under the contract, regardless of the cause.
Access by the Customer or a service provider to the source code developed by Ouiflow releases Ouiflow from any responsibility for any subsequent malfunctions.

Article 7: Data processing

Ouiflow and the Customer undertake to keep confidential the information and documents concerning the other party, of any nature whatsoever, financial, technical, social or commercial, to which they could have had access in the context of the performance of the service. The previous provision does not prevent Ouiflow from being able to state in its advertisements or commercial documents or commercial offers all orders made with the possibility of mentioning the Customer's legal name and the object of the service. This possibility does not give Ouiflow any right to the Customer's trademarks other than those mentioned above. If Ouiflow is required to process data on behalf of the Customer, this processing will be carried out as a subcontractor of the Customer. In this context, Ouiflow could only be held liable in this capacity. Personal data provided by the Customer (email address, telephone number, etc.) may be used by Ouiflow for communication purposes (sending a newsletter, commercial proposal, etc.) .Personal data may be deleted at the Customer's request by email sent to hello@ouiflow.io.

Article 8: Non-poaching

Each of the parties renounces, without prior written agreement, to make directly or indirectly offers of employment to an employee of the other party who worked as part of the service covered by the contract or to hire him at his service, under any status whatsoever. This renunciation is valid for a period of three years from the date of the employee's intervention. In case of violation of articles 7 and 8, the party in question must pay a penalty in the amount of 30,000 euros.

Article 9: Effective date

This contract takes effect upon signature of the quotation, in electronic format.

Article 10: Financial arrangements

In return for the services provided, the Customer undertakes to pay Ouiflow any amount mentioned on the signed estimate according to the terms and conditions specified in this document. The rates for these services are those mentioned in the electronic quotation. They are exclusive of taxes (excl. VAT) and are payable in euros (€). They are payable according to the deadlines mentioned in the estimate.
Any Ouiflow invoice is definitively accepted by the Customer if it is not contested within 8 days from its receipt by registered letter or by email setting out in detail the reasons for the dispute.
In application of article L 441-16 of the Commercial Code, any default or delay in payment will result in the payment of interest (late payment penalties) at the rate of 15% per year as well as the immediate suspension of Ouiflow's services, pending regularization by the Customer.

Article 11: Termination

Ouiflow reserves the right to terminate this contract, after written notification (by email), by operation of law and without compensation of any kind, in the event of violation of one of the clauses of the previous conditions.
In the event of termination of the contract at the initiative of the Customer, a portion of the fees will be due in proportion to the work performed, with a minimum of 40% of the total amount of the signed estimate.

Article 12: Transferability of the contract

Ouiflow reserves the right to assign, transfer or provide to a third party, in any form whatsoever, the rights and obligations arising from this contract.

Article 13: Force majeure

Neither party will be held responsible to the other for the non-performance or delays in the performance of an obligation under this contract that would be due to the act of the other party as a result of the occurrence of a case of force majeure usually recognized by case law.

Article 14: Modification of the General Conditions of Sale

These General Terms and Conditions of Sale may be subject to change. Changes to the general conditions take effect upon their publication on the website; the customer is then deemed to have taken note of them. In the event that the customer informs Ouiflow of his refusal of the changes made, Ouiflow then reserves the right to terminate this contract within the meaning and under the conditions of article 11.

Article 15: Applicable laws and competent jurisdictions

Any dispute arising out of or in connection with this contract will be resolved in accordance with the Ouiflow Partner Arbitration Rules.

The last modification was made on September 18, 2023.

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